Contract analysis

I. Purpose and Summary This memorandum documents the results of the firm's conflicts clearance review conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by the Board of Directors (the "Board") of Aurelius Global Media Group PLC ("AGMG" or the "Company") as independent governance counsel. The purpose of this review is to determine whether any current or former clien

II. Identification of Parties and Related Entities Searched The following sections identify each party, entity, and individual included in the conflicts database search and manual review. For each entry, the memorandum provides identifying information sufficient to ensure that the search captured all relevant records within the Firm's systems. A consolidated tabular listing of all parties searched is provided in Appe

1. Dame Elspeth Greenvale — Independent Non-Executive Chair of the Board, age 67. Dame Elspeth has served as Chair since 2020. She is the former Chief Executive Officer of Halcyon Broadcasting Group plc, a position she held from 2008 to 2018. She currently serves on the boards of two additional public companies and several charitable organizations.

2. Marcus Vane — Former Chief Executive Officer (resigned effective March 8, 2024), age 59. Mr. Vane served as CEO of AGMG from 2017 until his resignation. Although Mr. Vane is no longer an officer or director of the Company, he was searched because his departure is central to the subject matter of the proposed engagement and because residual contractual and governance issues relating to his departure may arise durin

3. Priya Nair-Whitfield — Chief Operating Officer and Executive Director, age 48. Ms. Nair-Whitfield has been designated as Interim CEO effective upon Mr. Vane's departure and will serve in that capacity until a permanent successor is appointed. She has served as COO since 2021.

4. Tobias Kessler — Independent Non-Executive Director, age 63. Mr. Kessler is the retired Managing Partner of Kessler Marsh Advisory LLP, a management consulting firm. He has served on the AGMG Board since 2019 and currently chairs the Audit Committee.

5. Lucinda Farrow-Grant — Independent Non-Executive Director, age 55. Ms. Farrow-Grant is the Chief Executive Officer of Farrow-Grant Ventures Ltd., a private investment and advisory firm. She has served on the AGMG Board since 2020 and chairs the Nomination & Governance Committee.

6. Reginald Osei — Independent Non-Executive Director, age 60. Mr. Osei has served on the AGMG Board since 2018 and chairs the Compensation Committee. He has extensive experience in media and telecommunications.

7. Sofia Delgado-Ríos — Independent Non-Executive Director, age 52. Ms. Delgado-Ríos has served on the AGMG Board since 2021 and serves on the Audit Committee and the Nomination & Governance Committee. She has significant experience in digital media and content distribution.

8. Hugh Pemberton — Non-Executive Director and Co-Founder, age 71. Mr. Pemberton co-founded the predecessor entity to AGMG in 1989 and has served on the Board continuously since the Company's incorporation. He is not classified as independent due to his founding relationship with the Company and his significant equity holdings.

9. Dr. Anwen Llewellyn — Independent Non-Executive Director, age 46. Dr. Llewellyn has served on the AGMG Board since 2022 and serves on the Compensation Committee. She holds a doctorate in organizational behavior and is a recognized expert in corporate governance and leadership transitions.

10. Garrett Voss — Chief Financial Officer and Executive Director, age 51. Mr. Voss has served as CFO since 2019 and as an Executive Director since 2020.

11. Nadine Khalil — General Counsel and Corporate Secretary, age 45. Ms. Khalil has served in her current role since 2020 and is the Firm's primary point of contact at the Company for purposes of this engagement. C. Corvus Peak Capital Partners LP and Related Entities Corvus Peak Capital Partners LP is the activist shareholder that has initiated the campaign against AGMG management and the current Board. The followin

I. Other Related Entities Searched The following additional entities and individuals were searched as part of the comprehensive conflicts review. These parties include corporate service providers, affiliated entities of key individuals, advisors retained or anticipated to be retained by the parties, and significant institutional shareholders: • Pinnacle Corporate Services Inc. — AGMG's Delaware registered agent; 1209

III. Conflicts Database Search Results This section sets forth the results of the conflicts database search and manual review for each category of parties identified in Section II above. The search was conducted using the Firm's NMI conflicts database system, which maintains comprehensive records of all current and former client representations (including matters opened and closed within the past ten years), lateral

IV. Lateral Hire and Personnel Check In addition to the entity and individual searches described above, the Firm conducted a personnel-level conflicts review for each member of the proposed engagement team. This review encompassed (i) a review of each team member's prior employment history to identify any previous affiliation with any party, law firm, or advisor identified in Section II above; (ii) a review of each t

V. Ethical Screens and Waivers Based on the results of the conflicts review described in Sections III and IV above, no ethical screens or waivers are required in connection with this engagement. The one historical matter identified in the Firm's conflicts database — the 2018 regulatory filing assistance provided to Halcyon Broadcasting Group plc, the former employer of Dame Elspeth Greenvale — does not require the im

VI. Governing Ethical Rules The conflicts analysis set forth in this memorandum was conducted under the following ethical rules and policies: New York Rules of Professional Conduct. As Calderwood & Harkness LLP is a limited liability partnership organized under the laws of the State of New York with its principal office in New York, the Firm is subject to the New York Rules of Professional Conduct as adopted by the A

VII. Conclusion and Clearance Based on the comprehensive conflicts clearance review documented in this memorandum, the proposed engagement of Calderwood & Harkness LLP by the Board of Directors of Aurelius Global Media Group PLC as independent governance counsel in connection with the CEO succession process and the response to the activist campaign by Corvus Peak Capital Partners LP (Matter No. 1017-00002) is CLEARED

VIII. Signature / Review Block Prepared by: ________________________________________ Audrey Zhou Associate, Capital Markets Group Calderwood & Harkness LLP Date: March 11, 2024 Reviewed and Approved by: ________________________________________ Nathaniel Bower Partner, Bankruptcy & Restructuring Group Calderwood & Harkness LLP Date: March 11, 2024 Conflicts Coordinator Confirmation: ___________________________________